IEA INCOME FUND VIII
10-Q, 1997-11-10
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______


                         Commission file number 0-17942

                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)


         California                                         94-3046886
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

         444 Market Street, 15th Floor, San Francisco, California 94111
               (Address of principal executive offices) (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]. No[ ].


<PAGE>   2
                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                      REPORT ON FORM 10-Q FOR THE QUARTERLY
                         PERIOD ENDED SEPTEMBER 30, 1997

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets - September 30, 1997 (unaudited) and December 31, 1996                            4 

         Statements of Operations for the three and nine months ended September 30, 1997 and 1996
         (unaudited)                                                                                      5

         Statements of Cash Flows for the nine months ended September 30, 1997 and 1996 (unaudited)       6

         Notes to Financial Statements (unaudited)                                                        7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations           10


PART II - OTHER INFORMATION

Item 6.  Exhibit and Reports on Form 8-K                                                                 13
</TABLE>


                                       2


<PAGE>   3
                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

         Presented herein are the Registrant's balance sheets as of September
         30, 1997 and December 31, 1996, statements of operations for the three
         and nine months ended September 30, 1997 and 1996, and statements of
         cash flows for the nine months ended September 30, 1997 and 1996.

                                       3


<PAGE>   4
                             IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                            September 30,    December 31,
                                                                                1997             1996
                                                                            -------------    ------------
<S>                                                                          <C>              <C>        
               Assets
Current assets:
     Cash and cash equivalents, includes $577,091 at
     September 30, 1997 and $669,671 at December 31,
     1996 in interest-bearing accounts                                       $   643,119      $   669,932

   Net lease receivables due from Leasing Company
      (notes 1 and 2)                                                            234,579          283,701
                                                                             -----------      -----------

         Total current assets                                                    877,698          953,633
                                                                             -----------      -----------

Container rental equipment, at cost                                           10,947,329       11,525,846
   Less accumulated depreciation                                               5,408,540        5,217,353
                                                                             -----------      -----------
      Net container rental equipment                                           5,538,789        6,308,493
                                                                             -----------      -----------

                                                                             $ 6,416,487      $ 7,262,126
                                                                             ===========      ===========

          Partners' Capital

Partners' capital:
   General partner                                                           $     3,583      $     4,943
   Limited partners                                                            6,412,904        7,257,183
                                                                             -----------      -----------

         Total partners' capital                                               6,416,487        7,262,126
                                                                             -----------      -----------

                                                                             $ 6,416,487      $ 7,262,126
                                                                             ===========      ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       4


<PAGE>   5
                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                   Three Months Ended            Nine Months Ended
                                                 ----------------------      ------------------------
                                              September 30,  September 30, September 30,  September 30,
                                                   1997          1996          1997          1996
                                                 --------      --------      --------      ----------
<S>                                             <C>           <C>           <C>           <C>       
Net lease revenue (notes 1 and 3)                $265,888      $365,037      $844,529      $1,206,121
Other operating expenses:
  Depreciation                                    159,639       168,894       488,239         515,246
  Other general and administrative expenses         9,060         8,988        27,055          22,564
                                                 --------      --------      --------      ----------
                                                  168,699       177,882       515,294         537,810
                                                 --------      --------      --------      ----------
    Earnings from operations                       97,189       187,155       329,235         668,311
Other income:
  Interest income                                   6,730        10,541        20,873          30,185
  Net gain on disposal of equipment                26,454        35,248        75,935          79,146
                                                 --------      --------      --------      ----------
                                                   33,184        45,789        96,808         109,331
                                                 --------      --------      --------      ----------
    Net earnings                                 $130,373      $232,944      $426,043      $  777,642
                                                 ========      ========      ========      ==========
Allocation of net earnings:
  General partner                                $ 41,473      $ 41,172      $108,346      $  140,790
  Limited partners                                 88,900       191,772       317,697         636,852
                                                 --------      --------      --------      ----------
                                                 $130,373      $232,944      $426,043      $  777,642
                                                 ========      ========      ========      ==========
Limited partners' per unit
        share of net earnings                    $   4.13      $   8.92      $  14.78      $    29.63
                                                 ========      ========      ========      ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       5


<PAGE>   6
                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                            -----------------------------
                                                           September 30,     September 30,
                                                               1997              1996
                                                            -----------       -----------
<S>                                                         <C>               <C>        
Net cash provided by operating activities                   $   939,116       $ 1,273,569

Cash flows provided by (used in) investing activities:
  Proceeds from sale of container rental equipment              305,753           342,108
  Acquisition fees paid to general partner                            -            (7,112)
                                                            -----------       -----------

        Net cash provided by investing activities               305,753           334,996
                                                            -----------       -----------

Cash flows used in financing activities:
  Distribution to partners                                   (1,271,682)       (1,611,243)
                                                            -----------       -----------

Net decrease in cash and cash equivalents                       (26,813)           (2,678)

Cash and cash equivalents at January 1                          669,932           807,639
                                                            -----------       -----------

Cash and cash equivalents at September 30                   $   643,119       $   804,961
                                                            ===========       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       6


<PAGE>   7
                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)  Summary of Significant Accounting Policies

     (a) Nature of Operations

         IEA Income Fund VIII, A California Limited Partnership (the
         "Partnership") was organized under the laws of the State of California
         on August 31, 1987 for the purpose of owning and leasing marine cargo
         containers. Cronos Capital Corp. ("CCC") is the general partner and,
         with its affiliate Cronos Containers Limited (the "Leasing Company"),
         manages the business of the Partnership. The Partnership shall continue
         until December 31, 2008, unless sooner terminated upon the occurrence
         of certain events.

         The Partnership commenced operations on January 6, 1988, when the
         minimum subscription proceeds of $1,000,000 were obtained. The
         Partnership offered 40,000 units of limited partnership interest at
         $500 per unit, or $20,000,000. The offering terminated on August 31,
         1988, at which time 21,493 limited partnership units had been
         purchased.

         As of September 30, 1997, the Partnership operated 1,954 twenty-foot,
         1,959 forty-foot and 122 forty-foot high-cube marine dry cargo
         containers.


     (b) Leasing Company and Leasing Agent Agreement

         Pursuant to the Limited Partnership Agreement of the Partnership, all
         authority to administer the business of the Partnership is vested in
         CCC. CCC has entered into a Leasing Agent Agreement whereby the Leasing
         Company has the responsibility to manage the leasing operations of all
         equipment owned by the Partnership. Pursuant to the Agreement, the
         Leasing Company is responsible for leasing, managing and re-leasing the
         Partnership's containers to ocean carriers and has full discretion over
         which ocean carriers and suppliers of goods and services it may deal
         with. The Leasing Agent Agreement permits the Leasing Company to use
         the containers owned by the Partnership, together with other containers
         owned or managed by the Leasing Company and its affiliates, as part of
         a single fleet operated without regard to ownership. Since the Leasing
         Agent Agreement meets the definition of an operating lease in Statement
         of Financial Accounting Standards (SFAS) No. 13, it is accounted for as
         a lease under which the Partnership is lessor and the Leasing Company
         is lessee.

         The Leasing Agent Agreement generally provides that the Leasing Company
         will make payments to the Partnership based upon rentals collected from
         ocean carriers after deducting direct operating expenses and management
         fees to CCC. The Leasing Company leases containers to ocean carriers,
         generally under operating leases which are either master leases or term
         leases (mostly two to five years). Master leases do not specify the
         exact number of containers to be leased or the term that each container
         will remain on hire but allow the ocean carrier to pick up and drop off
         containers at various locations; rentals are based upon the number of
         containers used and the applicable per-diem rate. Accordingly, rentals
         under master leases are all variable and contingent upon the number of
         containers used. Most containers are leased to ocean carriers under
         master leases; leasing agreements with fixed payment terms are not
         material to the financial statements. Since there are no material
         minimum lease rentals, no disclosure of minimum lease rentals is
         provided in these financial statements.

                                                                     (Continued)


                                       7


<PAGE>   8
                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


     (c) Basis of Accounting

         The Partnership utilizes the accrual method of accounting. Net lease
         revenue is recorded by the Partnership in each period based upon its
         leasing agent agreement with the Leasing Company. Net lease revenue is
         generally dependent upon operating lease rentals from operating lease
         agreements between the Leasing Company and its various lessees, less
         direct operating expenses and management fees due in respect of the
         containers specified in each operating lease agreement.


     (d) Financial Statement Presentation

         These financial statements have been prepared without audit. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         procedures have been omitted. It is suggested that these financial
         statements be read in conjunction with the financial statements and
         accompanying notes in the Partnership's latest annual report on Form
         10-K.

         The preparation of financial statements in conformity with generally
         accepted accounting principles (GAAP) requires the Partnership to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenues and expenses during the reported period. Actual results could
         differ from those estimates.

         The interim financial statements presented herewith reflect all
         adjustments of a normal recurring nature which are, in the opinion of
         management, necessary to a fair statement of the financial condition
         and results of operations for the interim periods presented.


(2)  Net Lease Receivables Due from Leasing Company

     Net lease receivables due from the Leasing Company are determined by
     deducting direct operating payables and accrued expenses, base management
     fees payable, reimbursed administrative expenses, and incentive fees
     payable to CCC and its affiliates from the rental billings payable by the
     Leasing Company to the Partnership under operating leases to ocean carriers
     for the containers owned by the Partnership. Net lease receivables at
     September 30, 1997 and December 31, 1996 were as follows:


<TABLE>
<CAPTION>
                                                      September 30,  December 31,
                                                          1997          1996
                                                        --------      --------
<S>                                                     <C>           <C>     
    Lease receivables, net of doubtful accounts
      of $144,430 at September 30, 1997 and $137,194
      at December 31, 1996                              $598,122      $621,759
    Less:
    Direct operating payables and accrued expenses       190,172       170,099
    Damage protection reserve                             71,379       104,457
    Base management fees                                  48,417        52,702
    Reimbursed administrative expenses                     9,917        10,800
    Incentive fees                                        43,658             -
                                                        --------      --------
                                                        $234,579      $283,701
                                                        ========      ========
</TABLE>


                                       8


<PAGE>   9
                              IEA INCOME FUND VIII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)  Net Lease Revenue

     Net lease revenue is determined by deducting direct operating expenses,
     base management and incentive fees and reimbursed administrative expenses
     to CCC from the rental revenue billed by the Leasing Company under
     operating leases to ocean carriers for the containers owned by the
     Partnership. Net lease revenue for the three and nine-month periods ended
     September 30, 1997 and 1996, was as follows:


<TABLE>
<CAPTION>
                                                     Three Months Ended                 Nine Months Ended
                                                ---------------------------   ----------------------------
                                                September 30,  September 30,  September 30,   September 30,
                                                     1997          1996           1997            1996
                                                ------------   ------------   ------------    ------------
<S>                                               <C>           <C>           <C>             <C>       
         Rental revenue                           $521,217      $633,244      $1,584,615      $2,047,309
         Less:
         Rental equipment operating expenses       146,422       185,615         489,762         584,406
         Base management fees                       36,034        43,667         109,607         137,592
         Reimbursed administrative expenses         29,215        38,925          89,824         119,190
         Incentive fees                             43,658             -          50,893               -
                                                  --------      --------      ----------      ----------
                                                  $265,888      $365,037      $  844,529      $1,206,121
                                                  ========      ========      ==========      ==========
</TABLE>


                                       9


<PAGE>   10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)   Material changes in financial condition between September 30, 1997 and
     December 31, 1996.

     During the first nine months of 1997, the Registrant disposed of 218
     containers as part of its ongoing operations. At September 30, 1997, 84% of
     the original equipment remained in the Registrant's fleet, as compared to
     89% at December 31, 1996, and was comprised of the following:


<TABLE>
<CAPTION>
                                                    40-Foot
                               20-Foot   40-Foot   High Cube
                               -------   -------   ---------
<S>                             <C>        <C>        <C>
Containers on lease:
   Term leases                    136        204       13
   Master lease                 1,347      1,382       95
                                -----      -----      ---
         Subtotal               1,483      1,586      108
Containers off lease              471        373       14
                                -----      -----      ---
     Total container fleet      1,954      1,959      122
                                =====      =====      ===
</TABLE>


<TABLE>
<CAPTION>
                                                                                       40-Foot
                                               20-Foot             40-Foot            High Cube
                                           --------------       --------------       ------------
                                           Units       %        Units       %        Units     %
                                           -----      ---       -----      ---       ---      ---
<S>                                        <C>        <C>       <C>        <C>       <C>      <C> 
     TOtal purchases                       2,244      100%      2,396      100%      150      100%
        Less disposals                       290       13%        437       18%       28       19%
                                           -----      ---       -----      ---       ---      ---

Remaining fleet at September 30, 1997      1,954       87%      1,959       82%      122       81%
                                           =====      ===       =====      ===       ===      === 
</TABLE>


     The Registrant's operating performance contributed to a 17% decline in net
     lease receivables at September 30, 1997 when compared to December 31, 1996.
     During the third quarter of 1997, distributions from operations and sales
     proceeds amounted to $402,998, reflecting distributions to the general and
     limited partners for the second quarter of 1997. This represents a decline
     from the $408,222 distributed during the second quarter of 1997, reflecting
     distributions for the first quarter of 1997. In 1994, pursuant to Section
     6.1(b) and (c) of the Partnership Agreement, the allocation of
     distributions from operations among the general partner and limited
     partners was adjusted to 10% and 90%, respectively. With the payment of the
     distribution for the second quarter of 1997, the limited partners received
     aggregate distributions in an amount equal to their adjusted capital
     contributions plus a 10% cumulative, annual return on their adjusted
     capital contributions. Thereafter, all distributions were allocated 20% to
     the general partner and 80% to the limited partners, pursuant to Sections
     6.1(b) and (c) of the Partnership Agreement. Cash distributions from
     operations to the general partner in excess of 10% of distributable cash
     will be considered an incentive fee and compensation to the general
     partner.

     During 1996, ocean carriers and other transport companies moved away from
     leasing containers outright, as declining container prices, favorable
     interest rates and the abundance of available capital resulted in ocean
     carriers and transport companies purchasing a larger share of equipment for
     their own account, reducing their need for leased containers. Once the
     demand for leased containers began to fall, per-diem rental rates were also
     adversely affected. Since the beginning of 1997, the container leasing
     industry has experienced a modest recovery indicated by an upward trend in
     container utilization. This trend can also be seen within the Registrant's
     utilization rate, which increased from 71% at December 31, 1996 to 79% at
     September 30, 1997. Increasing cargo volumes and continuing equipment
     imbalances within the container fleets of shipping lines and transport
     companies have re-established a need for these companies to replenish their
     leased fleets during 1997.


                                       10


<PAGE>   11
     Although there has been an improvement in container utilization rates,
     per-diem rental rates continue to remain under pressure as a result of the
     following factors: start-up leasing companies offering new containers and
     low rental rates in an effort to break into the leasing market; established
     leasing companies reducing rates to very low levels; and a continuing
     oversupply of containers. The recent volatility of the Hong Kong and other
     Asian financial markets and its impact on trade, shipping, and container
     leasing, especially intra-Asia and Asia-Europe routes, has yet to be
     determined. While these conditions could impact the Registrant's financial
     condition and operating performance through the remainder of 1997 and first
     half of 1998, the Registrant is well positioned to take advantage of
     further improvements in the container leasing market.


2)   Material changes in the results of operations between the three and
     nine-month periods ended September 30, 1997 and the three and nine-month
     periods ended September 30, 1996.

     Net lease revenue for the three and nine-month periods ended September 30,
     1997 was $265,888 and $844,529, respectively, a decline of 27% and 30%,
     respectively, from the same three and nine-month periods in the prior year.
     Approximately 20% and 18% of the Registrant's net earnings for the three
     and nine-month periods ended September 30, 1997, respectively, were from
     gain on disposal of equipment, as compared to 15% and 10%, respectively,
     for the same three and nine-month periods in the prior year. As the
     Registrant's disposals increase in subsequent periods, net gain on disposal
     should contribute significantly to the Registrant's net earnings and may
     fluctuate dependent on the level of container disposals.

     Gross rental revenue (a component of net lease revenue) for the three and
     nine-month periods ended September 30, 1997 was $521,217 and $1,584,615,
     respectively, reflecting a decline of 18% and 23%, respectively, from the
     same three and nine-month periods in 1996. During 1997, gross rental
     revenue was impacted by the Registrant's slightly smaller fleet size, lower
     per-diem rental rates and utilization levels. Average per-diem rental rates
     decreased approximately 11% and 12%, respectively, when compared to the
     same three and nine-month periods in the prior year. Utilization of the
     Registrant's fleet of containers, which steadily increased since December
     31, 1996, did not recover to the same level averaged during the nine-month
     period ended September 30, 1996. The Registrant's average fleet size and
     utilization rates for the three and nine-month periods ended September 30,
     1997 and September 30, 1996 were as follows:


<TABLE>
<CAPTION>
                                             Three Months Ended           Nine Months Ended
                                       ----------------------------  ---------------------------
                                       September 30,  September 30,  September 30,  September 30,
                                            1997         1996            1997          1996
                                       -------------  -------------  -------------  ------------
<S>                                        <C>           <C>            <C>            <C>  
Average Fleet Size (measured in
  twenty-foot equivalent units (TEU))      6,177         6,598          6,328          6,733
Average Utilization                           76%           76%            73%            77%
</TABLE>


     The Registrant's aging and declining fleet size contributed to a respective
     6% and 5% decline in depreciation expense when compared to the same three
     and nine-month periods in the prior year. Rental equipment operating
     expenses were 28% and 31%, respectively, of the Registrant's gross lease
     revenue during the three and nine-month periods ended September 30, 1997,
     as compared to 29% during each of the three and nine-month periods ended
     September 30, 1996. Lower repair and maintenance expenses, as well as a
     decline in the provision for doubtful accounts were partially off-set by
     increases in costs associated with lower utilization levels, including
     storage and handling.


                                       11


<PAGE>   12
     As reported in the Registrant's Current Report on Form 8-K and Amendment
     No. 1 to Current Report on Form 8-K, filed with the Commission on February
     7, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
     England, resigned as auditors of The Cronos Group, a Luxembourg Corporation
     headquartered in Orchard Lea, England (the "Parent Company"), on February
     3, 1997.

     The Parent Company is the indirect corporate parent of Cronos Capital
     Corp., the general partner of the Registrant. In its letter of resignation
     to the Parent Company, Arthur Andersen states that it resigned as auditors
     of the Parent Company and all other entities affiliated with the Parent
     Company. While its letter of resignation was not addressed to the general
     partner or the Registrant, Arthur Andersen confirmed to the general partner
     that its resignation as auditors of the entities referred to in its letter
     of resignation included its resignation as auditors of Cronos Capital Corp.
     and the Registrant. Following Arthur Andersen's resignation, the Parent
     Company subsequently received notification from the Securities and Exchange
     Commission that it was conducting a private investigation of the Parent
     Company regarding the events and circumstances leading to Arthur Andersen's
     resignation. The results of this investigation are still pending.
     Accordingly, the Registrant does not, at this time, have sufficient
     information to determine the impact, if any, that the Securities and
     Exchange Commission investigation of the Parent Company and the concerns
     expressed by Arthur Andersen in its letter of resignation may have on the
     future operating results and financial condition of the Registrant or the
     Leasing Company's ability to manage the Registrant's fleet in subsequent
     periods. However, the general partner of the Registrant does not believe,
     based upon the information currently available to it, that Arthur
     Andersen's resignation was triggered by any concern over the accounting
     policies and procedures followed by the Registrant.

     Arthur Andersen's report on the financial statements of Cronos Capital
     Corp. and the Registrant, for either of the previous two years, has not
     contained an adverse opinion or a disclaimer of opinion, nor was any such
     report qualified or modified as to uncertainty, audit scope, or accounting
     principles. During the Registrant's previous two fiscal years and the
     subsequent interim period preceding Arthur Andersen's resignation, there
     have been no disagreements between Cronos Capital Corp. or the Registrant
     and Arthur Andersen on any matter of accounting principles or practices,
     financial statement disclosure, or auditing scope or procedure.

     The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore
     Stephens") on April 10, 1997, as reported in the Registrant's Current
     Report on Form 8-K, filed April 14, 1997.

     The President of the Leasing Company, a subsidiary of the Parent Company,
     along with two marketing Vice Presidents, resigned in June 1997. These
     vacancies were filled by qualified, long-time employees who average over 15
     years of experience in the container leasing industry, therefore providing
     continuity in the management of the Leasing Company. The Registrant and
     general partner do not believe these changes will have a material impact on
     the future operating results and financial condition of the Registrant.


     Cautionary Statement

     This Quarterly Report on Form 10-Q contains statements relating to future
     results of the Registrant, including certain projections and business
     trends, that are "forward-looking statements" as defined in the Private
     Securities Litigation Reform Act of 1995. Actual results may differ
     materially from those projected as a result of certain risks and
     uncertainties, including but not limited to changes in: economic
     conditions; trade policies; demand for and market acceptance of leased
     marine cargo containers; competitive utilization and per-diem rental rate
     pressures; as well as other risks and uncertainties, including but not
     limited to those described in the above discussion of the marine container
     leasing business under Item 2., Management's Discussion and Analysis of
     Financial Condition and Results of Operations; and those detailed from time
     to time in the filings of Registrant with the Securities and Exchange
     Commission.


                                       12


<PAGE>   13
                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits


<TABLE>
<CAPTION>
      Exhibit
         No.                      Description                               Method of Filing
      -------                     -----------                               ----------------
<S>            <C>                                                            <C>          
        3(a)    Limited Partnership Agreement of the Registrant,                *
                amended and restated as of October 13, 1987

        3(b)    Certificate of Limited Partnership of the Registrant            **

        27      Financial Data Schedule                                        Filed with this document
</TABLE>


(b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Registrant during the quarter
     ended September 30, 1997.


- -------------

*       Incorporated by reference to Exhibit "A" to the Prospectus of the
        Registrant dated October 13, 1987, included as part of Registration
        Statement on Form S-1 (No. 33-16984)

**      Incorporated by reference to Exhibit 3.4 to the Registration Statement
        on Form S-1 (No. 33-16984)


                                       13


<PAGE>   14
                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.



                              IEA INCOME FUND VIII,
                              A California Limited Partnership

                              By   Cronos Capital Corp.
                                   The General Partner



                              By    /s/ JOHN KALLAS
                                -------------------------------
                                   John Kallas
                                   Vice President, Treasurer
                                   Principal Finance & Accounting Officer



Date: November 10, 1997


                                       14


<PAGE>   15
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
   Exhibit
      No.                       Description                                    Method of Filing
   -------                      -----------                                    ----------------

<S>          <C>                                                               <C>
     3(a)    Limited Partnership Agreement of the Registrant, amended and      *
             restated as of October 13, 1987

     3(b)    Certificate of Limited Partnership of the Registrant              **

     27      Financial Data Schedule                                           Filed with this document
</TABLE>

- -------------

*       Incorporated by reference to Exhibit "A" to the Prospectus of the
        Registrant dated October 13, 1987, included as part of Registration
        Statement on Form S-1 (No. 33-16984)

**      Incorporated by reference to Exhibit 3.4 to the Registration Statement
        on Form S-1 (No. 33-16984)


                                       15



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD SEPTEMBER 30, 1997.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                         643,119
<SECURITIES>                                         0
<RECEIVABLES>                                  234,579
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               877,698
<PP&E>                                      10,947,329
<DEPRECIATION>                               5,408,540
<TOTAL-ASSETS>                               6,416,487
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,416,487
<TOTAL-LIABILITY-AND-EQUITY>                 6,416,487
<SALES>                                              0
<TOTAL-REVENUES>                               844,529
<CGS>                                                0
<TOTAL-COSTS>                                  515,294
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   426,043
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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